SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

Ashford Hospitality Prime, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

044102101

(CUSIP Number)

Thomas R. Stephens

Bartlit Beck Herman Palenchar & Scott LLP

1899 Wynkoop Street, Suite 800

Denver, Colorado 80202

(303) 592-3100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 26, 2016

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

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Items 4 and 7 of the statement on Schedule 13D relating to the Common Stock, $0.01 par value per share (the “Shares”) of Ashford Hospitality Prime, Inc., a Maryland corporation (“AHP”) previously filed by (i) Sessa Capital (Master), L.P., a Cayman Islands exempted limited partnership (“Sessa Capital”), as a result of its direct ownership of Shares, (ii) Sessa Capital GP, LLC, a Delaware limited liability company (“Sessa Capital GP”), as a result of being the sole general partner of Sessa Capital, (iii) Sessa Capital IM, L.P., a Delaware limited partnership (“Sessa IM”), as a result of being the investment adviser for Sessa Capital, (iv) Sessa Capital IM GP, LLC, a Delaware limited liability company (“Sessa IM GP”), as a result of being the sole general partner of Sessa IM, and (v) John Petry, as a result of being the manager of Sessa Capital GP and Sessa IM GP (Sessa Capital, Sessa Capital GP, Sessa IM, Sessa IM GP and Mr. Petry are collectively referred to as the “Reporting Persons”) is hereby amended as follows:

Item 4. Purpose of Transaction

No change except for the addition of the following:

On February 26, 2016, Sessa Capital issued a press release announcing that it filed definitive proxy materials with the Securities and Exchange Commission in connection with the solicitation of proxies to elect Sessa’s five nominees to AHP’s seven member board of directors at AHP’s upcoming 2016 Annual Meeting of Stockholders. A copy of Sessa Capital’s press release of February 26, 2016 is attached as Exhibit 1 and incorporated by reference in this Item 4 in its entirety.

The Reporting Persons intend to continue to closely monitor actions by AHP’s board, and will consider taking further action to protect their interests and the interests of shareholders, which actions may involve plans or proposals of the type described in Item 4(a) through (j) of Schedule 13D.

The Reporting Persons understand that Philip B. Livingston, who is a nominee of Sessa Capital for election to AHP’s board of directors, made an acquisition of 4,000 shares of AHP’s common stock (less than 0.01% of the outstanding shares) on January 19, 2016 for a total of $41,206. Mr. Livingston used personal investment funds to make the acquisition and such acquisition was effected on the New York Stock Exchange. The acquisition was made for investment purposes and because Mr. Livingston believes a director of a public company should own stock in the company. Mr. Livingston has sole voting and dispositive authority over such shares and no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares owned by Mr. Livingston.

Until October 2015, Mr. Livingston was Chief Executive Officer and a director of Ambassadors Group, Inc., a provider of educational travel experiences and online educational research materials. Mr. Livingston’s address is 7145 Cedarwood Circle, Boulder, Colorado 80301. He is a citizen of the United States. During the last five years, Mr. Livingston has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors), and has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The Reporting Persons have no agreements, arrangements or understandings with Mr. Livingston to act together for the purpose of acquiring, holding, voting or disposing of equity securities of AHP.

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Sessa understands that, on February 25, 2016, AHP filed a lawsuit against the Reporting Persons and Sessa Capital’s director nominees alleging violations of the SEC’s rules relating to proxy and Schedule 13D disclosures. Sessa believes the suit is without merit and intends to vigorously defend itself and the director nominees.

Item 7. Exhibits

The following documents are filed as exhibits to this statement:

Exhibit 1     Press Release dated February 26, 2016 issued by Sessa Capital.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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Exhibit 1

SESSA CAPITAL FILES DEFINITIVE PROXY MATERIALS RELATED

TO ASHFORD PRIME

Highlights Ashford Prime’s Corporate Governance Deficiencies, Track Record of Poor Financial

Performance, and Need for a Reconstituted Board

Urges Shareholders to Support Sessa’s Five Highly-Qualified Director Nominees at 2016 Annual Meeting

New York – February 26, 2016 – Sessa Capital (Master), L.P. (“Sessa”), the third largest shareholder of Ashford Hospitality Prime, Inc. (NYSE: AHP) (“Ashford Prime” or the “Company”), today announced that it filed definitive proxy materials with the Securities and Exchange Commission in connection with Sessa’s five nominees for election to Ashford Prime’s seven member Board of Directors at the Company’s upcoming 2016 Annual Meeting of Stockholders.

Sessa believes change is needed at the Company’s Board of Directors given the poor performance of Ashford Prime’s stock and the Company’s pattern of conflict-of-interest transactions. In the filing, Sessa highlights the following:

John Petry, Founder and Managing Partner of Sessa Capital stated, “As one of the largest shareholders in Ashford Prime, we are aligned with other shareholders and feel a duty to advocate for change at the Company. The market has judged Ashford Prime’s actions, under the control of Chairman & CEO Monty Bennett, as value destroying by punishing its stock price with a nearly 50% decline since the Company’s stock began trading just over two years ago. Among these actions were a number of conflict-of-interest transactions that we believe reflect poor corporate governance. Additionally, since the August 28, 2015 announcement of the strategic review process, the Company has demonstrated no meaningful progress.”

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Petry added: “In our view, reconstituting Ashford Prime’s Board with highly-qualified directors independent of Chairman Bennett is the only way for shareholders to protect the value of their investment and the only chance for a successful, fair and transparent strategic alternatives process. If elected, our slate would immediately pursue all options for renegotiating the Company’s onerous termination fee with its external advisor, addressing the potential conflicts of interest, pursuing the strategic review process and seeking to realize full value for Ashford Prime common shareholders.”

Sessa urges shareholders to vote the WHITE proxy card for its five board nominees, who are not beholden to Chairman Bennett and will represent the interests of all Ashford Prime shareholders.

Sessa’s nominees include:

For additional details and materials, please visit FixAshfordPrime.com.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

Sessa Capital (Master), L.P. (“Sessa Capital”) and the other Participants (as defined below) filed with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement and an accompanying WHITE proxy card to be used to solicit proxies for, among other matters, the election of its slate of director nominees at the 2016 Annual Meeting of Stockholders of Ashford Hospitality Prime, Inc. (“AHP”). The participants in the proxy solicitation include Sessa Capital, Sessa Capital GP, LLC, Sessa Capital IM, L.P., Sessa Capital IM GP, LLC, John E. Petry, Lawrence A. Cunningham, Philip B. Livingston, Daniel B. Silvers, and Chris D. Wheeler (collectively, the “Participants”).

SESSA CAPITAL STRONGLY ADVISES ALL STOCKHOLDERS OF AHP TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS RELATING TO THE PARTICIPANTS’ SOLICITATION BECAUSE THEY CONTAIN IMPORTANT INFORMATION INCLUDING INFORMATION ABOUT THE PARTICIPANTS. SUCH PROXY MATERIALS ARE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR, INNISFREE M&A INCORPORATED AT (888) 750-5834.

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Media Contacts:

Sard Verbinnen & Co

Dan Gagnier / Mark Harnett

212.687.8080

Daniel Goldstein

310.201.2040

Investor Contacts:

Innisfree M&A Incorporated

Scott Winter / Jonathan Salzberger

212.750.5833

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